SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 8, 2008
CrowdGather,
Inc.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-52143
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20-2706319
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
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20300 Ventura Blvd.
Suite 330, Woodland Hills, CA 91364
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(Address
of Principal Executive Offices)
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(818)
435-2472
(Issuer
Telephone number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Convertible
Promissory Note
On July
8, 2008, the Registrant entered into a convertible promissory note with one of
the Registrant’s shareholders for $500,000 (“Convertible Note”). The
Convertible Note is due in one year, or upon default, whichever is earlier, and
bears interest at the annual rate of 8%. The Convertible Note has a
mandatory conversion feature by which it will automatically convert to shares of
the Registrant’s common stock immediately before the closing of a transaction or
series of transactions in which the Registrant sells equity securities in an
amount equal to or greater than $2,000,000 (“Next Equity Financing”). The holder
of the Convertible Note will receive shares at a rate that represents discount
of 15% to the price per share in the Next Equity Financing. In connection with
the issuance of the Convertible Note, the Registrant also agreed that the holder
will be entitled to a grant of warrants in an amount to be determined at the
time of Next Equity Financing. The Convertible Note was issued in a transaction
which the Registrant believes satisfies the requirements of that exemption from
the registration and prospectus delivery requirements of the Securities Act of
1933, which exemption is specified by the provisions of Section 5 of that act
and Regulation S promulgated pursuant to that act by the Securities and Exchange
Commission.
A copy of
the Convertible Note is attached hereto as Exhibit 10.1 This
brief description of the Convertible Note is not intended to be complete and is
qualified in its entirety by reference to the full text of the Convertible Note
is attached.
Item
2.03 Creation of a Direct Financial Obligation.
See Item
1.01 for a description of the Convertible Note.
Item
3.02 Unregistered Sales of Equity Securities.
See Item
1.01 for a description of the Convertible Note.
Item 9.01
Exhibits.
The
following exhibits are filed with this report on Form 8-K.
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Exhibit
Number
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Exhibit
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10.1
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Convertible
Promissory Note
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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CrowdGather,
Inc.
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Date:
July 10, 2008
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By:
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/s/
Sanjay Sabnani |
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Sanjay
Sabnani
Chief
Executive Officer
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